I think Biopa is correct. The transaction is a stock purchase or acquisition without restriction. My understanding is Kips Bay has the right to buy and sell IPIX stock without restriction until they get to 5% then they have to report the 13G which they did.They also have the right to form groups to acquire stock.
They are in because they think the stock price is going up.
The new owner is called a Beneficial owner:
"“Beneficial Ownership” has two components: voting power and investment power. Voting power includes the power to vote, or to direct the voting of, the security. Investment power includes the power to dispose of, or to direct the disposition of, the security. Beneficial ownership can be shared by security holders (including through any contracts or arrangements) and can arise directly or indirectly. In addition, when calculating the number of securities beneficially owned, a person must include that person’s right to acquire beneficial ownership of that class of securities within 60 days (through, for example, the exercise of an option or a warrant)."
The SEC report calls this a rule 13D-1c transaction:
"Rule 13d-1(c) is the “Passive Investor” exemption and provides that holders who (1) have not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the issuer (or in connection with or as a participant in any transaction having that purpose or effect), (2) are not an “Institutional Investor” defined in the “Institutional Investor” exemption and (3) are not directly or indirectly the beneficial owner of 20 percent or more of the class may file a Schedule 13G in lieu of a Schedule 13D. The determination of whether an investor is a “passive investor” is based on the specific facts and circumstances of the investment"
The 13d-1{c] excludes institutional investors who must file under 13d-1{b]
“Institutional Investors” include certain (1) broker dealers; (2) banks; (3) insurance companies; (4) registered investment companies; (5) registered investment advisers; (6) ERISA plans; (7) parent holding companies or control persons, provided the aggregate amount held directly by the parents or control persons, and directly and indirectly by their subsidiaries or affiliates that are not persons specified in this list of individuals, does not exceed 1 percent of the securities of the subject class; (8) savings associations; (9) church plans excluded from the definition of investment company; (10) a non-US institution that is the functional equivalent of any of the institutions listed above that is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to an equivalent US institution; and (11) any group whose members are all persons enumerated in this list."
So our Kips bay investor could be an individual or group of individual investors.
The previous financing in December was more complex and involved the issuance of Warrants and preferred stock. Due to the requirements on the company,IPIX, it had to be reported in an 8K as a material event.
Many posters here have a greater understanding of the SEC requirements than I do. Feel free to comment or correct the above
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